Common use of Further Indemnity Limitations Clause in Contracts

Further Indemnity Limitations. 9.6.1 The amount of any indemnifiable Loss shall be reduced (i) to the extent any Indemnified Party actually receives any insurance proceeds with respect to such Loss, (ii) to take into account, if applicable, any net Tax benefit actually received from the recognition of the Loss and (iii) to take into account any payment actually received by an Indemnified Party with respect to such Loss. 9.6.2 Anything contained in this Agreement to the contrary notwithstanding, the Parties shall be liable for any and all Losses pursuant to Section 9.1, whether or not the breach, inaccuracy or omission of the applicable representation and warranty, or the facts and circumstances underlying such breach was disclosed to or otherwise known by them prior to Closing. 9.6.3 Neither the period of survival nor the liability of the Seller with respect to the Seller's representations and warranties shall be reduced by any investigation made at any time by or on behalf of Buyer. If written notice of a claim has been given prior to the expiration of the applicable representations and warranties by Buyer to the Seller, then the relevant representations and warranties shall survive as to such claim, until such claim has been finally resolved.